AMENDED AND RESTATED MANAGEMENT CONSULTING AGREEMENT

Exhibit 10.2

AMENDED AND RESTATED

MANAGEMENT CONSULTING AGREEMENT

THIS AMENDED AND RESTATED MANAGEMENT CONSULTING AGREEMENT (this “Agreement”) is entered into on May 21, 2008, with an effective date as of February 7, 2007, by and among Rexnord LLC, a Delaware limited liability company (the “Company”), George M. Sherman (“GMS”), Cypress Group, LLC, a Maryland limited liability company (“Cypress”), and Cypress Industrial Holdings, LLC, a Maryland limited liability company (“Cypress Industrial”, and collectively with the Company, GMS and Cypress, the “Parties”).

RECITALS

A. The Parties (including Rexnord Corporation, the predecessor entity to the Company) have previously entered into a Management Consulting Agreement, dated July 21, 2006 (the “Initial Agreement”), which Initial Agreement was effective as of and subject to the Closing (within the meaning of the Merger Agreement, as defined below) (the date of such Closing, the “Effective Date”). The terms of the Initial Agreement shall govern the respective rights and obligations of the Parties under the Initial Agreement from the Effective Date through February 6, 2007.

B. The Parties now wish to amend and restate the Initial Agreement on the terms and conditions specified herein. The Parties intend that this Agreement will supersede and replace the Initial Agreement, which Initial Agreement superseded the then existing management consulting agreement by and among the Parties, effective as of November 25, 2002 (the “Prior Agreement”). The parties agree that the Prior Agreement and any other prior consulting agreements between the Company and any of its subsidiaries or parent entities, on the one hand, and GMS, Cypress, or Cypress Industrial, on the other hand, were terminated and of no further force or effect as of the Effective Date, except for the Initial Agreement entered into and effective as of the Closing.

C. The Company desires to continue to engage Cypress to assist the Company on the terms and conditions set forth herein.

D. The Company believes that it is in its best interest to continue to engage Cypress on the terms and conditions set forth herein and for Cypress to continue to arrange for GMS to provide the services contemplated by this Agreement.

E. The Company desires that GMS continue be the individual responsible for performing the duties on behalf of Cypress set forth in this Agreement.

F. RBS Global, Inc., a Delaware corporation and parent company of the Company, Chase Acquisition I, Inc., Chase Merger Sub, Inc. (“Merger Sub”), and TC Group, L.L.C. entered into an Agreement and Plan of Merger dated as of May 24, 2006 (the “Merger Agreement”) pursuant to which Merger Sub merged with and into Rexnord Corporation, the predecessor entity to the Company (the “Merger”) and the Company continues its existence as a wholly-owned subsidiary of Rexnord Holdings, Inc (“Parent,” and, together with its subsidiaries, “Rexnord”).

G. Cypress’, GMS’ and Cypress Industrial’s agreement to enter into the Initial Agreement and any mutually agreed upon amendments thereto, and to be bound by the terms thereof was a material factor in the decision of Chase Acquisition I, Inc. to enter into the Merger Agreement and constitutes partial consideration for the payments and commitments made or to be made by Chase Acquisition I, Inc. and its affiliates in connection therewith.

H. Cypress desires to continue to be engaged, and GMS desires Cypress to be engaged, by the Company in the capacities and on the terms and conditions described herein.

AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Scope of Engagement . The Company agrees to engage Cypress, and Cypress hereby accepts such engagement, on the terms and conditions set forth herein effective as of the date of this Agreement, until this Agreement is terminated in accordance with Section 4 . GMS and Cypress agree that, unless otherwise agreed in writing by the Company, GMS shall provide all consulting services to be performed under this Agreement by Cypress (including the duties set forth in Section 2 ). GMS understands that the Company will classify Cypress and GMS as independent contractors for all purposes. Payments due to Cypress hereunder shall not be subject to withholding except as required by law.

2. Duties .

a. During the term of the Initial Agreement and this Agreement, GMS agrees to serve as a director of the Company and as a director in the capacity of Non-Executive Chairman of the Board of Directors of RBS Global, Inc., and the Board of Directors of Rexnord Holdings, Inc. (the “Boards”), a Delaware corporation (“Parent”).

b. GMS and Cypress acknowledge and agree that GMS and Cypress have a duty to act in the best interests of Rexnord. GMS and Cypress acknowledge and agree not to knowingly commit any act that would injure the business, interests or reputation of Rexnord or, to the best of GMS’ and Cypress’ knowledge, any of Rexnord’s subsidiaries or affiliates.

c. During the term of this Agreement, GMS shall (i) devote at least two days on average per month advising Rexnord with respect to management strategy; and (ii) attend at least four meetings of each Board per year.

d. The parties agree and acknowledge that the obligations set forth under Section 2(d) of the Initial Agreement have been fulfilled by each of the parties, and that neither (i) the terms of the transactions referenced therein, including the terms of any shares of capital stock or options to purchase capital stock of Parent; nor (ii) the terms of that certain Stockholders’ Agreement, dated as of July 21, 2006, by and among Parent, Rexnord Acquisition Holdings I, LLC, a Delaware limited liability company, Rexnord Acquisition Holdings II, LLC, a Delaware limited liability company, Cypress Industrial and GMS (as the same may be amended or restated, the “Cypress Stockholders’ Agreement); nor (iii) the terms of any Stock Option Agreement between the Parent and Cypress, Cypress Industrial, GMS or any of their respective affiliates (each, an “Option Agreement”), shall be effected by the entering into of this Agreement. In particular, and without limiting the generality of the foregoing, the entering into of this Agreement and the modifications it effects to the Initial Agreement shall not be deemed a “termination of the Consulting Agreement” (as that term is defined in the Cypress Stockholders’ Agreement or any Option Agreement) for purposes of Section 4 or Section 6 of the Cypress Stockholders’ Agreement or Section 3 or Section 4 of the currently existing Options Agreement(s). The Parties further acknowledge and agree that provisions of this Section 2(d) represent additional consideration for the continued rights and obligations of the Parties hereunder and for the entering into of this Agreement.

3. Consideration . In addition to the equity interests in Parent previously issued or granted to Cypress, Cypress Industrial, GMS, as consideration for GMS’ services Cypress shall be entitled to receive reimbursement for all reasonable out-of-pocket expenses incurred by GMS during the term of this Agreement for travel, lodging, entertainment, and other reasonable out-of-pocket business expenses incurred in connection with performing the services hereunder. For purposes of clarity, such expenses shall not include amounts paid for maintenance of an office (including a home office) or secretarial support.

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4. Termination . This Agreement shall be terminable as follows:

a. automatically upon the death of GMS;

b. by either the Company, GMS or Cypress for any reason with 15 days’ prior written notice to the other party;

c. by the Company for “Cause.” The Company shall have “Cause” to terminate this Agreement upon:

d. by GMS, Cypress or Cypress Industrial for “Good Reason.” GMS, Cypress or Cypress Industrial shall have Good Reason to terminate this Agreement upon:

5. Effect of Termination . The sole liability of the Company and its affiliates under this Agreement upon termination of this Agreement shall be (a) to reimburse Cypress pursuant to Section 3 for reasonable expenses incurred by Cypress or GMS during the term of this Agreement; and (b) to comply with any other obligations under this Agreement which expressly survive termination of Cypress’ engagement, including, without limitation, the indemnification obligations set forth in Section 9 hereof.

6. Nondisclosure of Proprietary Information .

a. Except as required in the faithful performance of Cypress’ or GMS’ duties hereunder or pursuant to Section 6c below or as expressly authorized by the Company in writing, GMS, Cypress and Cypress Industrial shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate,

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disclose or publish, or use for its or his benefit or the benefit of any person, firm, corporation or other entity any confidential and proprietary information or trade secrets of Rexnord, including, without limitation, information that is confidential and proprietary with respect to Rexnord’s business operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential and proprietary information or trade secrets. The parties hereby stipulate and agree that between them the foregoing information is important and material and affects the successful conduct of the businesses of Rexnord (and any successors or assignees of Rexnord). Information that (i) is generally known by the public, other than as a result of GMS’, Cypress’ or Cypress Industrial’s acts or failure to act; (ii) is obtained by GMS, Cypress or Cypress Industrial from third persons not known to GMS, Cypress or Cypress Industrial to be under an agreement to maintain the confidentiality of the information received; or (iii) GMS, Cypress or Cypress Industrial is legally required to disclose, is not subject to the restrictions of this Section 6a .

b. Upon termination of this Agreement for any reason, GMS, Cypress and Cypress Industrial will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents or any other documents concerning the customers, business plans, marketing strategies, products and/or processes of Rexnord.

c. GMS, Cypress, or Cypress Industrial may respond to a lawful and valid subpoena or other legal process but shall give the Company the earliest possible notice thereof, shall, as much in advance of the return date as possible, make available to the Company and its counsel the documents and other information sought and shall assist the Company and such counsel at the Company’s expense in lawfully resisting or otherwise responding to such process.

7. No Competition; No Disparagement .

a. Except as otherwise permitted herein, during the term of Cypress’ and GMS’ engagement hereunder and until the conclusion of the 24-month period following the cessation of Cypress’ and GMS’ services to Rexnord hereunder, none of GMS, Cypress or Cypress Industrial shall: